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UK Company Law

This page covers selected developments in UK companies legislation, prospective legislation and related matters of professional concern to accountants in practice, industry or commerce.

Information on this page is open to the public but may include links to material where access is limited to members or certain members of ICAEW.

Current issues

Tech 05/16 BL - ICAEW and ICAS Guidance on realised and distributable profits under the Companies Act 2006

ICAEW and ICAS invited comments by 9 June 2016 on proposed amendments to TECH 02/10 Guidance on realised and distributable profits under the Companies Act 2006. The consultation draft Tech 05/16 BL (the 'Exposure Draft') was marked to show the changes proposed.

The changes were largely designed to reflect changes to UK accounting standards, in particular FRS102, and did not raise any fundamentally new principles in relation to realised and distributable profits, but the opportunity was taken to address certain issues arising. Further details on the main changes were given in the Invitation to Comment contained in the Exposure Draft.

ICAEW and ICAS are reviewing comments received and considering the Regulations on distributions of insurance companies published in December 2016. We anticipate releasing a final version of the revised Guidance by 31 March 2017.

The Small Business, Enterprise and Employment Act 2015

The Small Business, Enterprise and Employment Act 2015 made significant changes to UK company law. In particular companies (and Limited Liability Partnerships) will be required to keep a register of certain significant controllers (PSC register) from 6 April 2016 and to file related information with Companies House from 30 June 2016.

The Department for Business Innovation and Skills has issued various forms of guidance in connection with the new regime, including a summary for companies and detailed guidance for companies.

The legislation follows government consultations on trust and transparency during which ICAEW raised a number of concerns about the likely effectiveness of the regime and its burdens on business (in particular Rep 125-13 on trust and transparency and Rep 162/14 and Rep 99/15 on the PSC register).

ICAEW briefings and responses to company law consultations

Other ICAEW company law publications

TECH 07/13BL Exemption for audit by parent guarantee
28 Jun 2013
ICAEW’s Company Law Subcommittee provides guidance on audit exemption by parent guarantee.

TECH 01/11 Guidance for directors on accounting records under the Companies Act 200
27 Jan 2011
Guidance on the meaning and application of the 'adequate accounting records' requirement in section 386.

TECH 03/10 Comparison of Tech 02/10 with 01/09
01 Oct 2010
Guidance on distributable profits. An annotated version of TECH 02/10 showing changes made to TECH 01/09 following consultation on draft guidance.

TECH 02/10 Distributable Profits
01 Oct 2010
Guidance on the determination of realised profits and losses in the context of distributions under the Companies Act 2006.

TECH 06/08 Financial & Accounting Duties and Responsibilities of Directors
01 Oct 2008
Guidance on directors' duties and responsibilities of a financial or accounting nature.